Research and Development and Laboratory Lease Agreement, by and between 1430 Harbor Bay Pkwy LLC and Senti Biosciences, Inc., dated June 3, 2021
Exhibit 10.13
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT SENTI BIOSCIENCES, INC. TREATS AS PRIVATE OR CONFIDENTIAL.
RESEARCH AND DEVELOPMENT
AND LABORATORY
LEASE AGREEMENT
BETWEEN
1430 HARBOR BAY PKWY LLC
AS LANDLORD
AND
SENTI BIOSCIENCES, INC.
AS TENANT
DATED
JUNE 3, 2021
TABLE OF CONTENTS
| 1. | Definitions and Basic Provisions | 6 | ||||||
| 2. | Lease Grant | 7 | ||||||
| 3. | Tender of Possession | 7 | ||||||
| (a) | Estimated Delivery Date; Delay in Delivery | 7 | ||||||
| (b) | Landlord Delay | 7 | ||||||
| (c) | Confirmation Letter | 7 | ||||||
| (d) | Premises “AS-IS” | 8 | ||||||
| 4. | Rent | 8 | ||||||
| 5. | Delinquent Payment; Handling Charges | 10 | ||||||
| 6. | Letter of Credit | 10 | ||||||
| (a) | Generally | 10 | ||||||
| (b) | Drawing under Letter of Credit | 11 | ||||||
| (c) | Use of Proceeds by Landlord | 12 | ||||||
| (d) | Additional Covenants of Tenant | 12 | ||||||
| (e) | Nature of Letter of Credit | 13 | ||||||
| (f) | Reduction in Letter of Credit Amount | 13 | ||||||
| 7. | Services; Utilities; Common Areas | 13 | ||||||
| (a) | Services | 13 | ||||||
| (b) | Utilities | 14 | ||||||
| (c) | Common Areas | 14 | ||||||
| 8. | Alterations; Repairs; Maintenance; Signs | 15 | ||||||
| (a) | Alterations | 15 | ||||||
| (b) | Repairs; Maintenance | 17 | ||||||
| (c) | Mechanic’s Liens | 19 | ||||||
| (d) | Signs | 20 | ||||||
| 9. | Use | 21 | ||||||
| 10. | Assignment and Subletting | 22 | ||||||
| (a) | Transfers | 22 | ||||||
| (b) | Consent Standards | 22 | ||||||
| (c) | Request for Consent | 22 | ||||||
| (d) | Conditions to Consent | 23 | ||||||
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| (e) | Attornment by Subtenants | 23 | ||||||
| (f) | Cancellation | 24 | ||||||
| (g) | Additional Compensation | 24 | ||||||
| (h) | Waiver | 24 | ||||||
| (i) | Permitted Transfer | 24 | ||||||
| 11. | Insurance; Waivers; Subrogation; Indemnity | 25 | ||||||
| (a) | Tenant’s Insurance | 25 | ||||||
| (b) | Landlord’s Insurance | 27 | ||||||
| (c) | Waiver of Subrogation | 28 | ||||||
| (d) | Indemnity | 28 | ||||||
| 12. | Subordination; Attornment; Notice to Landlord’s Mortgagee | 29 | ||||||
| (a) | Subordination | 29 | ||||||
| (b) | Attornment | 29 | ||||||
| (c) | Notice to Landlord’s Mortgagee | 29 | ||||||
| (d) | Landlord’s Mortgagee’s Protection Provisions | 29 | ||||||
| (e) | SNDA | 30 | ||||||
| 13. | Rules and Regulations | 30 | ||||||
| 14. | Condemnation | 30 | ||||||
| (a) | Total Taking | 30 | ||||||
| (b) | Partial Taking - Tenant’s Rights | 30 | ||||||
| (c) | Partial Taking - Landlord’s Rights | 30 | ||||||
| (d) | Award | 31 | ||||||
| (e) | Repair | 31 | ||||||
| (f) | Waiver | 31 | ||||||
| 15. | Fire or Other Casualty | 31 | ||||||
| (a) | Repair Estimate | 31 | ||||||
| (b) | Tenant’s Rights | 31 | ||||||
| (c) | Landlord’s Rights | 31 | ||||||
| (d) | Repair Obligation | 32 | ||||||
| (e) | Abatement of Rent | 32 | ||||||
| (f) | Waiver | 32 | ||||||
| 16. | Other Taxes Payable by Tenant | 32 | ||||||
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| 17. | Events of Default | 33 | ||||||
| (a) | Payment Default | 33 | ||||||
| (b) | Abandonment | 33 | ||||||
| (c) | Estoppel/Financial Statement/Commencement Date Letter | 33 | ||||||
| (d) | Insurance | 33 | ||||||
| (e) | Mechanic’s Liens | 33 | ||||||
| (f) | Other Defaults | 33 | ||||||
| (g) | Insolvency | 33 | ||||||
| 18. | Remedies | 34 | ||||||
| (a) | Termination of Lease | 34 | ||||||
| (b) | Termination of Possession | 34 | ||||||
| (c) | Continue Lease in Effect | 35 | ||||||
| (d) | Perform Acts on Behalf of Tenant | 35 | ||||||
| (e) | Alteration of Locks | 35 | ||||||
| (f) | Attorneys’ Fees | 35 | ||||||
| 19. | Payment by Tenant; Non-Waiver; Cumulative Remedies | 36 | ||||||
| (a) | Payment by Tenant | 36 | ||||||
| (b) | No Waiver | 36 | ||||||
| (c) | Cumulative Remedies | 36 | ||||||
| (d) | No Designation | 36 | ||||||
| (e) | No Counterclaims | 36 | ||||||
| 20. | Landlord’s Lien | 37 | ||||||
| 21. | Surrender of Premises | 37 | ||||||
| 22. | Holding Over | 38 | ||||||
| 23. | Certain Rights Reserved by Landlord | 38 | ||||||
| (a) | Building Operations | 38 | ||||||
| (b) | Access Control | 38 | ||||||
| (c) | Repairs and Maintenance | 39 | ||||||
| (d) | Prospective Purchasers and Lenders | 39 | ||||||
| (e) | Prospective Tenants | 39 | ||||||
| (f) | Premises Access | 39 | ||||||
| 24. | Hazardous Materials | 39 | ||||||
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| 25. | Miscellaneous | 40 | ||||||
| (a) | Landlord Transfer | 40 | ||||||
| (b) | Landlord’s Liability | 40 | ||||||
| (c) | Force Majeure | 40 | ||||||
| (d) | Brokerage | 40 | ||||||
| (e) | Estoppel Certificates | 40 | ||||||
| (f) | Notices | 41 | ||||||
| (g) | Separability | 41 | ||||||
| (h) | Amendments; Binding Effect | 41 | ||||||
| (i) | Quiet Enjoyment | 41 | ||||||
| (j) | No Merger | 41 | ||||||
| (k) | No Offer | 41 | ||||||
| (l) | Entire Agreement | 41 | ||||||
| (m) | Waiver of Jury Trial | 42 | ||||||
| (n) | Governing Law | 42 | ||||||
| (o) | Recording | 42 | ||||||
| (p) | Joint and Several Liability | 42 | ||||||
| (q) | Financial Reports | 42 | ||||||
| (r) | Landlord’s Fees | 43 | ||||||
| (s) | Telecommunications | 43 | ||||||
| (t) | Representations and Warranties | 43 | ||||||
| (u) | Confidentiality | 44 | ||||||
| (v) | Authority | 44 | ||||||
| (w) | Adjacent Excavation | 44 | ||||||
| (x) | On-Site Refueling | 44 | ||||||
| (y) | List of Exhibits | 46 | ||||||
| (z) | Disclaimer | 46 | ||||||
| (aa) | Counterparts; Electronic Signatures | 46 | ||||||
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BASIC LEASE INFORMATION
This Basic Lease Information is attached to and incorporated by reference to the Lease between Landlord and Tenant, as defined below.
| Lease Date: | June 3, 2021 | |
| Landlord: | 1430 HARBOR BAY PKWY LLC, a Delaware limited liability company | |
| Tenant: | SENTI BIOSCIENCES, INC., a Delaware corporation | |
| Premises: | 91,910 rentable square feet (“RSF”) (measured in accordance with the latest applicable BOMA standard of measurement of floor area, provided, however, that Landlord may from time to time remeasure the Premises and/or the Building in accordance with the latest applicable BOMA standard of measurement of floor area, as reasonably determined by Landlord; provided further, however, that any such re-measurement shall not affect Tenant’s Proportionate Share or the amount of Base Rent payable for, or the amount of any tenant allowance applicable to), consisting of the entire rentable area of the building commonly known as 1430 Harbor Bay Parkway, Alameda, CA (the “Building”). The Premises is outlined on the plan attached to the Lease as Exhibit A. The land on which the Building is located (the “Land”) is described on Exhibit B. The term “Project” shall collectively refer to the Building, the Land and the driveways, associated parking facilities (the “Parking Area”), and similar improvements and easements associated with the foregoing or the operation thereof. The term “Complex” shall collectively refer to the Project and any other buildings and land which comprise a multi-building Complex owned by Landlord and/or any Affiliate(s) thereof, from time to time, in the master planned business park known as the Harbor Bay Business Park (“Business Park”).
As of the Lease Date, the Complex is comprised of the following buildings and land in the Business Park: (i) the Building (1430 Harbor Bay Parkway), (ii) 1410 Harbor Bay Parkway, (iii) 1995 North Loop Road, (iv) 2065 North Loop Road, (v) 2095 North Loop Road, and (vi) 2115 North Loop Road.
Landlord and Tenant anticipate delivery of possession of the Premises in two (2) phases. As part of the Tenant Improvements (as hereinafter defined), Tenant will initially demise the Building so that the Premises contains approximately 45,955 RSF (the “Phase I Premises”). The remainder of the Building, containing approximately 45,955 RSF, comprises the “Phase II Premises”.
Each of the Phase I Premises and the Phase II Premises is also sometimes generally referred to in the Lease as a “Phase” of the Premises. | |
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| Term: | Approximately one hundred twenty-three (123) months, commencing on the Commencement Date and ending at 5:00 p.m. local time on the last day of the one hundred twentieth (120th) full calendar month following the Phase II Premises Commencement Date (as hereinafter defined), subject to adjustment and earlier termination as provided in the Lease. | |
| Commencement Date: | The earlier to occur of: (a) the date on which the Tenant Improvements in the Phase I Premises are substantially completed and Tenant receives a certificate of occupancy for the Phase I Premises (or, if applicable, a temporary certificate of occupancy for the Phase I Premises); and (b) July 15, 2022 (the “Outside Commencement Date”). Tenant shall not be permitted to commence business operations in any portion of the Phase I Premises prior to issuance of a certificate of occupancy (or temporary certificate of occupancy) for the Phase I Premises. | |
| Phase II Premises Commencement Date: | September 1, 2022. | |
| Base Rent: | Base Rent shall be the following amounts for the following periods of time: | |
| Lease Month | Annual Base Rent Rate Per Rentable Square Foot | Monthly Base Rent | ||||||
| 1 - 12 | $ | 45.00 | $ | 344,662.50 | ||||
| 13 - 24 | $ | 46.35 | $ | 355,002.38 | ||||
| 25 - 36 | $ | 47.74 | $ | 365,652.45 | ||||
| 37 - 48 | $ | 49.17 | $ | 376,622.02 | ||||
| 49 - 60 | $ | 50.65 | $ | 387,920.68 | ||||
| 61 - 72 | $ | 52.17 | $ | 399,558.30 | ||||
| 73 - 84 | $ | 53.73 | $ | 411,545.05 | ||||
| 85 - 96 | $ | 55.34 | $ | 423,891.40 | ||||
| 97 - 108 | $ | 57.00 | $ | 436,608.14 | ||||
| 109 - 120 | $ | 58.71 | $ | 449,706.39 | ||||
| 121 - Expiration Date | $ | 60.48 | $ | 463,197.58 | ||||
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| As used herein, the term “Lease Month” shall mean each calendar month during the Term (and if the Commencement Date does not occur on the first (1st) day of a calendar month, the period from the Commencement Date to the first (1st) day of the next calendar month shall be included in the first (1st) Lease Month for purposes of determining the duration of the Term and the monthly Base Rent rate applicable for such partial month).
The Base Rent table set forth above is computed for all of the Premises (i.e., the Phase I Premises and Phase II Premises). From the Commencement Date through the date immediately preceding the Phase II Premises Commencement Date, Tenant shall pay the Base Rent payable solely with respect to the Phase I Premises (“Phase I Premises Base Rent”). The Phase I Premises Base Rent will be calculated by multiplying the applicable monthly Base Rent set forth in the above table by 0.5 (i.e., 50%) (the “Phase I Premises Rent Factor”). The Phase I Premises Rent Factor is a reasonable approximation of the ratio that the RSF of the Phase I Premises bears to the RSF of the entire Premises, which has been agreed to by the parties and will not be subject to adjustment based on whether the Phase I Premises actually contains more or less than 45,955 RSF. From and after the Phase II Premises Commencement Date, Tenant shall pay Base Rent for all of the Premises as set forth in the Base Rent table.
Phase I Premises Base Rent and the Base Rent payable solely with respect to the Phase II Premises (“Phase II Premises Base Rent”) are subject to abatement as set forth in Section 4 below. | ||
| Security Deposit: | $2,760,000.00 (Letter of Credit), subject to the accrual and burndown provisions set forth in Section 6 of this Lease. | |
| Rent: | Base Rent, Additional Rent, Taxes, and Insurance (each as defined in Exhibit C hereto), and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease. | |
| Tenant Improvements: | See Work Agreement - Exhibit D. | |
| Tenant Improvement Allowance: | $190 per RSF; total amount of $17,462,900.00 (See Work Agreement - Exhibit D). | |
| Permitted Use: | Research and development, clinical cGMP manufacturing, warehousing, laboratories and production, and all other legally permissible uses incidental thereto, and for no other purpose whatsoever. See Exhibit E. | |
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| Tenant’s Proportionate Share: | 100%, which is the percentage obtained by dividing (a) the number of RSF in the Premises as stated above by (b) the RSF in the Building, which at the time of execution of the Lease is 91,910 RSF. Landlord and Tenant stipulate that the number of RSF in the Premises and in the Building set forth above is conclusive as to the square footage in existence on the Lease Date and shall be binding upon them through the Term.
The foregoing notwithstanding, from the Commencement Date through the date immediately preceding the Phase II Premises Commencement Date, Tenant’s Proportionate Share will be 50% (“Tenant’s Proportionate Share for the Phase I Premises”), which is Tenant’s Proportionate Share multiplied by the Phase I Premises Rent Factor. | |||
| Initial Liability Insurance Amount: | $5,000,000 | |||
| Parking Spaces: | 221 parking spaces, which constitute all of the parking spaces in the Parking Area, subject to such terms, conditions and regulations as may be required by Landlord from time to time, at no charge to Tenant through the term of the Lease. | |||
| Broker/Agent: | For Tenant: T3 Advisors
For Landlord: CBRE, Inc. | |||
| Tenant’s Address: | Prior to Commencement Date:
Senti Biosciences, Inc. Two Corporate Drive South San Francisco, CA 94080 Attention: Facilities Manager Telephone: (650) 491-9644 | Following Commencement Date:
Senti Biosciences, Inc. Two Corporate Drive South San Francisco, CA 94080 Attention: Facilities Manager Telephone: (650) 491-9644
With a copy to:
Cooley LLP 101 California Street, 5th Floor San Francisco, CA, 94111 Attention: Rachel Antoinette Boyce | ||
| Landlord’s Address: | For all Notices:
CBRE, Inc. 150 California Street, Suite 400 San Francisco, CA 94111 Attn: Tawni Sullivan Email: ***@*** | With a copy to:
1430 Harbor Bay Pkwy LLC c/o Invesco Real Estate 2001 Ross Avenue, Suite 3400 Dallas, TX 75201 Attention: North South Loop Asset Manager Telephone ###-###-#### | ||
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| and a copy to:
Shartsis Friese LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 Attention: Scott Schneider |
The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the Lease shall control.
| LANDLORD: | 1430 HARBOR BAY PKWY LLC, a Delaware limited liability company | |||||||
| By: | /s/ Kevin Pirozzoli | |||||||
| Name: | Kevin Pirozzoli | |||||||
| Title: | Vice President | |||||||
| TENANT: | SENTI BIOSCIENCES, INC., a Delaware corporation | |||||||
| By: | /s/ Philip Lee /s/ Deborah Knobelman | |||||||
| Name: | Philip Lee Deborah Knoebelman | |||||||
| Title: | CTO CFO | |||||||
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